Dennis explains how he used the DENNIS System on the girl, Caylee, a cute pharmacist. He demonstrates his value as a loving grandson and an all around great guy by filling his fictitious ill grandmother’s prescription.

Frank says he would’ve gone in to buy a pack of magnum condoms, thus demonstrating he has a monster dong. Dennis says that comes off as desperate, instead he should have a magnum condom peek out of his wallet when he goes to pay.

Moving on, the next step has him asking the girl out, but never really going out on a date which is a waste of time and money. He brings her to a restaurant that’s actually closed, then pretend to be surprised and suggest they go to his place and watch movie and eat pizza. Mac is part of this step as he pretends to occupy the living room, forcing Dennis and the girl to have to eat in the bedroom. Then Dennis makes his move, engage her physically.

After having sex with her, naturally she will begin depending on him. They must nurture the girl’s dependence. Dennis suggests slashing her tires or getting her towed to have her depend on him for rides. But he personally uses the fictional angry neighbor. Call her home from a pay phone and threaten her, thus her needing a strong man to come take care of her and protect her.

An example of a call with a voice scrambler: “I’m watching you bitch! You’re going to die tonight!”

Next step, pull back! Stop taking her calls, cancel all plans, not responding to her cries for help when the fictional angry neighbor comes back. “This’ll scare the shit out of her!” Then she’ll get mixed up, questing her self-esteem. This is the perfect time to inspire hope.

Dennis goes to her window and apologizes, says he was scared she would break his heart, but now he needs her, he loves her. This leads to them banging… to “Take My Breath Away.” This is the best bang of all because it is very emotional. Afterwards he slinks off into the night never to talk to her again.

Which brings them to the last step, Separate entirely.

The D.E.N.N.I.S System – The key to winning any girl’s heart. The guys applaud, Dee is appalled. Dennis says he can get these chicks at any time. Dee says no way that’s happening. Dennis takes that as a challenge and says he’ll get her back at the end of the day.

Dee informs the Gang that she’s gotten back with Ben, the online soldier guy (Travis Schuldt, awesome seeing him on TV) and that he’s waiting in the car. They don’t believe her, and they go outside to see he’s sitting in his car, windows rolled up, with a smile on his dripping wet face, in the 100 degree heat. (“Of course we’ve engaged, over and over physically…”)

Dennis goes to see Caylee at the pharmacy. He apologizes and then hands another prescription to her for his grandmother, but she doesn’t believe it. Dennis has to think of another way but as he leaves he runs into Mac.

Mac has his own plan: Move in After Completion. But Dennis isn’t done DENNISing her yet. Frank comes walking in with a box of condoms and a wad of a hundreds. He’s ready for scraps and wants to be called the Mantis.

Dennis wants to re-DENNIS Caylee so they all leave.

Ben takes Dee to the park, he blindfolds her and surprises her with a picnic but now Dee thinks this is all part of him DENNISing her, taking her to some dump site and having her depend on him for a ride home. She won’t have it, she’s an independent woman, so she decides to leave and get home on her own. She takes the wine he had brought for the picnic and walks off, but falls down a hill. He checks if she’s okay, but doesn’t want any of his help and proceeds to crawl into the forest.

Meanwhile, The Waitress arrives at her apartment to see Charlie attempting to fix her garbage disposal. He has a bag of hair. She threatens to call the police. He complements her new blouse, which she hates, but has to wear because she’s working at the fair. Charlie leaves.

Back at the bar, Charlie complains he can’t get past the letter D and explains what he did.

“Maybe I should just stick to stalking,” Charlie concludes.
Dee comes in looking like crap and this all frustrates Dennis who feels they all are ruining his system. He asks them to give him a minute to figure how he can all of them what they want. He begins air-conducting a symphony and a light bulb goes off.

They all go to the fair, the perfect setting to get them all what they want.

Charlie will demonstrate his value by winning the prize at the booth she works at. Then award that prize to the bustiest woman he can find, which will make him more attractive to her.

Dennis says Dee has no value, so they’ll have to lower Ben’s value by having her flirt with a carney (carnival worker). She doesn’t feel comfortable working with carneys, but Frank will pose as one.

Mac’s role will be to invite Caylee to the fair, there he will be waiting to win back her heart… with a grandmother.

Dennis wheels in Gladys (Mae Laborde), who will act as his grandma. Gladys, of course, is the pianist from The Nightman Cometh ( I love when they bring back characters randomly). “My grandmother had an affair with Susan B. Anthony,” she says.

Charlie goes to the Waitress’ game, Speed Pitch. There are no prizes so Charlie says, “Oh, well let me demonstrate my value to you by firing off a wicked hot fastball.”

Dennis wheels Gladys until they see Mac and Caylee. Dennis introduces his “Nana.”
“My grandmother was a lesbian,” Gladys says.

At the other side of the carnival, Ben is having his face painted to look like a lizard. She sees Frank coming and points out “A carney!” He is overdressed, but instead he’s got a new angle. He waltzes toward Dennis, Mac, Gladys, and Caylee who are coming towards them and introduces himself as “Mantis Tobagan, M.D.”

He tells Dennis that he got the test results back, “You’re positive! You got the HIV! Yes, AIDS big time!”
Frank’s plan is to break her down, make her feel worthless thinking she’s got the HIV. Then he can slip in.

“There’s no order here!” Mac exclaims, “Get back in line!” But Frank is tired of being #3, he wants to be #2 now.

Charlie is pitching, the Waitress is unimpressed. Ben and Dee, holding hands, come by and he wants to play. But Dee sees a scary looking carney, “Oh shit Ben, look a carney!” She goes over to flirt with him. The scary looking carney stabs her, with a key.

She asks him why would he stab her, he says Charlie told him to. But Charlie says he wasn’t supposed to stab Dee, he was supposed to stab the Waitress.
“What?!? You want to have me stabbed?!?” The Waitress exclaims.
“I was going to protect you from the stabbing,” Charlie assures her.

But no, no, no. Dennis comes and says that is all wrong, Charlie is supposed to let her get stabbed and hope that it hits a main artery and as she’s dying, nurse her back to health, therby making her totally dependent on him.

“This is why nobody should be going off my system,” Dennis yells. Caylee hears and he explains it is the system he used to win her heart. They all ruined it except for Ben who is using it properly. Ben doesn’t know what they are talking about.

Frank drops his condom.
“I dropped my monster condom that I use for my magnum dong!”